Horizon Finance (HRZN) Proxy Filing summary

Executive summary

• A Special Meeting of Stockholders is scheduled for February 21, 2025, to approve a new investment management agreement due to a change in control of the investment adviser following Wendel SE's acquisition of a 75% equity interest in Monroe Capital, the adviser's parent.

• The new agreement is identical in all material respects to the current agreement, with no changes to management, investment strategy, fee structure, or services provided.

• The Board, including all Independent Directors, unanimously recommends voting in favor, citing continuity and anticipated benefits from Wendel's platform.

• The transaction is expected to close in the first quarter of 2025, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• The sole proposal is to approve the new investment management agreement between the company and its adviser.

• Approval requires the affirmative vote of the lesser of 67% of shares present or more than 50% of outstanding shares.

• If not approved, the current agreement remains in effect; if the change in control occurs first, an interim agreement may be used for up to 150 days.

• No other business is expected at the meeting, apart from possible adjournment for further proxy solicitation.

Board of directors and corporate governance

• Six of eight board members are independent and will remain so after the change in control.

• The Board reviewed comparative data, performance metrics, and peer benchmarks, concluding the agreement is fair and reasonable.

• The Board will ensure at least 75% independence for three years post-transaction, in line with regulatory requirements.